Business Law Newsletters
Bylaws are written provisions describing how day-to-day operations of a corporation will be conducted. A corporation's activities are governed, in order of precedence, by statute, corporate charter, and bylaws.
Under Section 807 of The Sarbanes-Oxley Act of 2002 (Act),1 any person who knowingly commits securities fraud is subject to a hefty fine, a prison term of up to 25 years, or both. Section 807 does not criminalize securities laws violations for the first time; however, it does combine several existing laws so as to facilitate and streamline federal prosecutions. Section 807 does impose significantly harsher criminal penalties than the penalties prescribed under prior laws.
Section 211(a)(2) of Delaware's General Corporation Law provides that the board of directors in its sole discretion may authorize stockholders and holders of proxies to participate in and vote at an annual meeting even if not physically present at the meeting. The stockholders and proxy holders may be considered present at the meeting whether the meeting is held at a particular place or virtually and "solely by means of remote communication" if:
A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative history of an amendment to Section 7 that allows an acquisition or merger to proceed if the company being acquired is subject to imminent bankruptcy or liquidation, and the acquiring company is the only prospective purchaser of the failing company.
Common stock and other securities may be issued with or without a stated face value or "par" value. Issuing stock with or without par or face value may have several consequences.